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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 19, 2026
NIXXY, INC.
(Exact name of registrant as specified
in its charter)
|
Nevada
(State or other jurisdiction
of incorporation) |
|
001-40563
(Commission
File Number) |
|
90-1505893
(IRS Employer
Identification No.) |
1178
Broadway, 3rd Floor
New
York, NY 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (877) 708-8868
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the
Act:
| Title of class |
|
Trading symbol |
|
Name of exchange on which registered |
| Common Stock |
|
NIXX |
|
NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Director
On October 19, 2026, the Board of Directors (the
“Board”) of Nixxy, Inc. (the “Company”) appointed Robert Reda as a member of the Board effective immediately.
Mr. Reda has been appointed to serve as Chair of the Nominations Committee of the Board and as a member of the Audit Committee and the
Compensation Committee.
Family Relationships
Mr. Reda does not have a family relationship with
any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard
to Mr. Reda reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
As compensation for his appointment as a member
of the Board, Mr. Reda was granted (a) 50,000 shares of common stock under the Company’s 2025 Equity Incentive Plan (the “Plan”);
and (b) for each year of service, beginning for and pro-rated for the current year, and for each year that Mr. Reda continues to be a
member of the Board, 50,000 shares of common stock that vest in four even quarterly payments; and (c) a monthly payment of $2,500.
Resignation of Director
On October 19, 2026, Lillian Mbeki resigned as a member
of the Board, effective immediately prior to the appointment of Robert Reda. Ms. Mbeki’s resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
| |
NIXXY, INC. |
| |
|
| Dated: October 23, 2026 |
By: |
/s/ David Kratochvil |
| |
Name: |
David Kratochvil |
| |
Title: |
Chief Executive Officer |
